ADV Annual Updating Amendments
Each SEC-registered investment adviser (“adviser”) whose fiscal year ends on or after 12/31/2010 must include in its 2011 annual updating amendment to its Form ADV, a brochure or brochures that meet the requirements of the new Form ADV Part 2A. Part 2 of Form ADV is divided into two parts; Part 2A (commonly referred to as the “firm brochure”) requires material disclosures regarding the advisory firm, Part 2B (commonly referred to as the “brochure supplement”) requires material disclosures regarding certain advisory personnel.
The annual updating amendment to Form ADV is required to be filed within 90 days of the end of an adviser’s fiscal year. Accordingly, each adviser with a fiscal year end of 12/31/2010 must file an annual updating amendment with the new Form ADV Part 2A no later than 3/31/2011.
In addition to filing Part 2A, an adviser must deliver Part 2A and Part 2B to existing, new and prospective clients. Part 2B (the brochure supplement) does not have to be filed with the SEC.
The special 2011 transition year delivery requirements for Form ADV Part 2A and Part 2B are as follows:
| Firm Brochures (New Form ADV Part 2A) | |
| Delivery Deadline | Required Action |
| 3/31/2011 | Registered advisers with a fiscal year ending on 12/31/2010 must begin delivering new firm brochures to new and prospective clients. |
| 5/30/2011 | Registered advisers with a fiscal year ending on 12/31/2010 must have delivered new firm brochures to existing clients. |
| 90 days after the adviser’s fiscal year end | Registered advisers with a fiscal year ending after 12/31/2010 must begin delivering new firm brochures to new and prospective clients. |
| 60 days after the filing of the adviser’s first annual amendment | Registered advisers with a fiscal year ending after 12/31/2010 must have delivered new firm brochures to existing clients. |
| Brochure Supplements (New Form ADV Part 2B) | |
| Delivery Deadline | Required Action |
| 7/31/2011 | Registered advisers with a fiscal year ending between 12/31/2010 and 4/30/2011 must begin delivering brochure supplements to new and prospective clients. |
| 9/30/2011 | Registered advisers with a fiscal year ending between 12/31/2010 and 4/30/2011 must have delivered brochure supplements to existing clients. |
| 90 days after the adviser’s fiscal year end | Registered advisers with a fiscal year ending after 4/30/2011 must begin delivering brochure supplements to new and prospective clients. |
| 60 days after the filing of the adviser’s first annual amendment | Registered advisers with a fiscal year ending after 4/30/2011 must have delivered brochure supplements to existing clients. |
New Form ADV Part 2 requires advisers to prepare narrative brochures written in plain English that contain information such as the types of advisory services offered, the adviser’s fee schedule, disciplinary information, conflicts of interest, and the educational and business background of management and key advisory personnel of the adviser. Accordingly, drafting a brochure consistent with the new requirements of Form ADV Part 2 will take significantly longer than it has for previous annual updates. We encourage each adviser to start working on preparing the new Form ADV Part 2 as soon as possible if it has not already done so.
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If you have any questions with respect to the foregoing, please contact your primary attorney in the Investment Management Group at Seward & Kissel LLP.
